Aumega Metals amends structure of $30.1M placement

Executive Summary

• Aumega Metals Ltd. is updating its previously announced oversubscribed $30.1 million financing led by Condire Investors LLC, confirming it will not accept additional commitments beyond the outlined structure.
• The offering is structured in two tranches: Tranche 1 (98.4M PFT units) closes ~March 5, 2026 pending regulatory approvals, while Tranche 2 requires shareholder approval at an EGM in early April 2026.
• Net proceeds will primarily fund expanded drill programs and exploration across Newfoundland, Canada, with all securities issued as private placements subject to standard hold periods and Canadian flow-through tax provisions.

Key Details

• Financing Structure & Gross Proceeds:
• Hard Dollar Units (HD units): Up to 408,973,412 units at $0.04/unit; gross proceeds up to $16,358,936.
• Premium Flow-Through Units (PFT units): Up to 233,376,589 units at $0.0544/unit; gross proceeds up to $12,695,686.
• Flow-Through Shares (FT shares): Up to 22,127,660 shares at $0.047/share; gross proceeds up to $1.04 million.
• Total aggregate gross proceeds: ~$30.1 million.
• Warrant Terms: Each HD unit and PFT unit includes one common share purchase warrant exercisable at $0.055/share for 30 months from the Tranche 1 closing date.
• Tranche 1 Details: Comprises 98,376,589 PFT units (shares + warrants). Closing expected on or about March 5, 2026, subject to TSX Venture Exchange and other regulatory approvals.
• Tranche 2 Details: Comprises 566,101,071 shares (including FT shares) and 543,973,411 warrants. Requires shareholder approval at a Special EGM expected first week of April 2026; closing expected within 5 days of approval receipt.
• Use of Proceeds: Advancement of exploration programs in Newfoundland (Cape Ray, Cape Ray West, Isle aux Morts Granite, Bunker Hill), expanded drill programs, continuing target generation, working capital, and general corporate purposes.
• Strategic & Insider Subscriptions: Condire Investors LLC led the offering. Company insiders subscribed for 1.35M HD units and 851,064 FT shares. B2Gold and other subscribers on the president's list participated.
• Fees & Commissions: Agent cash commission of 6% on gross proceeds (excluding insiders, B2Gold, and president's list); reduced to ≤3% for president's list subscribers. A third-party finder's fee of 6% is payable on Condire's subscription amount.
• Tax & Regulatory Terms: PFT and FT shares qualify as Canadian flow-through shares under Subsection 66(15) of the Income Tax Act; tax benefits available to initial Canadian subscribers with qualifying expenditures renounced by Dec 31, 2026. All securities subject to a 4-month + 1 day statutory hold period. Issued via private placement to institutional, professional, and accredited investors; explicitly not issued under the LIFE exemption.
• Offering Status: The financing is oversubscribed; the company will not accept additional commitments and is proceeding with the adjusted two-tranche structure as initially outlined.